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**Tax and Expenses’
Reimbursement**


Henan Xinyuan shall be
responsible for all taxes in relation to the Aircraft and Minsheng’s taxes in relation to the capital lease, together with
expenses in relation to Aircraft and the performance of this Agreement and the Purchase Agreement. If Minsheng incurs such expenses,
Henan Xinyuan is responsible to reimburse Minsheng for such expenses.



**Term and the Starting
Date of the Lease**


The term of the lease
under the Agreement shall be 96 months, starting from 15 days after the scheduled delivery date of the Aircraft. The Aircraft is
set to be delivered to Minsheng on June 1, 2013 pursuant to the Purchase Agreement.



**Lease Payments**


Henan Xinyuan must pay
rent every three month in the amount and on the dates set forth in the payment calendar attached as Appendix III to the Agreement.
The total amount of the lease is approximately RMB227.0 million. 32 installments shall be made with each rent payment in the amount
of RMB7.1 million. The lease interest shall be calculated as equal to People’s Bank of China’s five year benchmark
lending rate (“PBOC Benchmark Rate”) increased by 13%. The interest rate at the time of the Agreement shall be 7.4015%.
The lease payment shall be adjusted in accordance with changes in the PBOC Benchmark Rate. Henan Xinyuan shall pay a pre-lease
interest in the amount of approximately RMB8.0 million. In addition, Henan Xinyuan shall pay a deposit in the amount of RMB42.1
million.



**Title of the Aircraft**